Last Updated: September 13th, 2017
- All work performed between Organizations and Professionals introduced through SpareHire is subject to a service fee of twenty-five percent (25%) that shall be deducted from any payments made from Organizations to Professionals.
- Organizations shall commit to making any and all payments for any work performed by any Professional introduced to them through SpareHire (regardless of whether the work performed was what was originally posted on SpareHire), exclusively through the SpareHire payment platform for the twenty-four (24) month period following the date of introduction to the Professional.
- Professionals shall commit to receiving any and all payments for work performed for any Organization introduced to them through SpareHire (regardless of whether the work performed was what was originally posted on SpareHire), exclusively through the SpareHire payment platform for the twenty-four (24) month period following the date of introduction to the Organization.
- Organizations and Professionals may agree to work together independent of SpareHire, subject to the Buy-out fee explained in clause (7)(e) below.
- Organizations may hire Professionals for full-time employment positions, in which case the Organization shall pay SpareHire a Full-Time Placement Fee as follows:
20% of the Professional's first-year salary, as outlined in a signed offer letter between Organization and Professional, due on the new hire's start date. Organization is required to deliver a copy of such signed offer letter to SpareHire within seven (7) business days of new hire’s start date. If the new hire is not employed for at least 90 days, SpareHire will find a replacement candidate for the Organization at no additional cost. If no suitable replacement candidate is found within 90 days of the new hire's last date of employment with the Organization, SpareHire shall refund the Full-Time Placement Fee to the Organization.
You may use the Services only if you can form a binding contract with SpareHire and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. If you are accepting these Terms and using the Services on behalf of a company, organization, government, or other legal entity, you represent and warrant that you are authorized to do so. You may use the Services only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations.
The Services that SpareHire provides are always evolving and the form and nature of the Services that SpareHire provides may change from time to time without prior notice to you. In addition, SpareHire may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally and may not be able to provide you with prior notice. We also retain the right to create limits on use and storage at our sole discretion at any time without prior notice to you.
1. Description of the Services
The Services provide a means for business consultants (“Professional(s)”) and organizations seeking business consulting services (“Organization(s)”) to locate each other, negotiate job terms, engage in the hiring process, track work time, generate invoices, complete work, and process payments. Professionals and Organizations must apply to and be accepted by SpareHire to use the Services. Once admitted to use the Services, Professionals can apply to any project posted by an Organization through the Services (“Project”). SpareHire typically requires Professionals to have at least two (2) years of investment banking, management consulting, marketing, corporate development, IT, investment management, or comparable work experience with top tier employers in order to be admitted to be part of the SpareHire network and to use the Services.
Organizations select a Professional from the pool of Professionals who apply to an Organization’s Project, and hire the Professional through the Services (“Hired Professional(s)”). Once an Organization hires a Professional through the Services, the parties may use the Services to manage the Project’s workflow. Professionals must track their time and submit invoices for work performed to Organizations via the Services. Organizations must remit payment to Hired Professionals through the Services. SpareHire is not a party to the dealings between Organizations and Professionals.
2. License to Use the Services
SpareHire gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software that we provide to you as part of the Services. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by SpareHire in the manner permitted by these Terms.
- Application Data. In consideration of your use of the Services, you agree to: (i) provide true and accurate information about yourself as prompted by the Service's application form ("Application Data") and (ii) maintain and promptly update the Application Data to keep it current and complete. If you provide any information that is untrue or inaccurate or SpareHire has a reasonable ground to suspect that such information is untrue or inaccurate, SpareHire has the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).
- Passwords. You are responsible for safeguarding the password that you use to access the Services and for any activities or actions under your password. SpareHire cannot and will not be liable for any loss or damage arising from your failure to comply with the above.
5. Payment Processing
Payment processing services for you, and for users of the Services generally, are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to these terms or continuing to operate as a user of the Services, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of SpareHire enabling payment processing services through Stripe, you agree to provide SpareHire accurate and complete information about you and your business, and you authorize SpareHire to share it and transaction information related to your use of the payment processing services provided by Stripe.
6. User Content
- All Content, whether publicly posted or privately transmitted, is the sole responsibility of the originator of such Content. SpareHire may not monitor or control the Content posted via the Services and, we cannot take responsibility for such Content. Any use or reliance on any Content or materials posted via the Services or obtained by you through the Services is at your own risk.
- SpareHire does not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Services or endorse any opinions expressed via the Services. You understand that by using the Services, you may be exposed to Content that might be offensive, harmful, inaccurate or otherwise inappropriate, or in some cases, postings that have been mislabeled or are otherwise deceptive. Under no circumstances will SpareHire be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Services or broadcast elsewhere.
- Professionals. As consideration for providing the Services, a service fee of twenty-five percent (25%) may be deducted from any payments made to a Professional prior to depositing the remainder in the Professional’s bank account (“Service Fee”). Upon being introduced to an Organization through the Services (“Hiring Organization(s)”), Professionals shall commit to accepting any and all payments received for work performed for the Hiring Organization exclusively through the Services for the twenty-four (24) month period following the date the Hired Professional is first introduced to the Hiring Organization through the Services (the “Exclusivity Period”). For the avoidance of doubt, the Exclusivity Period applies to any and all work performed for such Hiring Organization, regardless of whether the work is posted on the Services.
- Organizations. Organizations do not pay a fee to use the Services, other than when using the Services for full-time placement as described in section 7(e). As consideration for the use of the Services, during a Hired Professional’s Exclusivity Period, the Hiring Organization agrees to remit all payments due to the Hired Professional through the Services. During the Exclusivity Period, all work performed by Hired Professional for Organization (regardless of whether the work is posted on the Services) must be paid for through the Services.
- Any action that encourages or solicits complete or partial payment outside of the Services during the Exclusivity Period is a violation of these Terms. Should an Organization or Professional be found in violation of this Section 7, he, she, or it will owe SpareHire an amount with respect to each violation equal to the greater of (i) twenty thousand dollars ($20,000.00); or (ii) the applicable fees had the payments been processed through the Services, plus twenty percent (20%).
- Buyout. Notwithstanding the provisions set forth above, Organizations and Professionals may agree to work together on a full-time basis independent of the Services, pursuant to the following provisions:
- Buy-Out Fee. The Organization shall pay the greater of (A) twenty percent (20%) of the Professional’s first-year annual compensation as stated in the agreement entered into between the Professional and the Organization (“Off-Service Work Agreement”) for a twelve (12) month period beginning on the effective date of said Off-Service Work Agreement or (B) twenty thousand dollars ($20,000.00) (each, a “Buy-Out Fee”).
- Buy-Out Notice. The Organization shall notify SpareHire in writing of its intent to pay the Buy-Out Fee and provide SpareHire with a copy of the Off-Service Work Agreement within seven (7) days of entering into said agreement.
- Non-Refundable. The Buy-Out Fee is non-refundable, regardless of the length of time that the Organization works with the Professional.
Full-Time Placement. The Organization may utilize the Services to identify candidates for full-time employment positions.
- Full-Time Placement Fee. In the event the Organization hires any Professional for a full-time employment position, the Organization shall pay a fee to SpareHire (the “Full-Time Placement Fee equal to twenty percent (20%) of the Professional’s first-year annual compensation, as stated in the employment agreement entered into between the Professional and the Organization for a twelve (12) month period beginning on the effective date of said agreement, provided (a) the Professional was presented to the Organization via the Services and b) that the Organization successfully hires for such position within twenty-four (24) months of first being presented with the Professional via the Services.
- Guarantee Period. The guarantee period shall be ninety (90) days from the Professional's first day of full-time employment. If the Professional is terminated or resigns within the first ninety (90) days (excluding company lay-off or downsizing), SpareHire will find a replacement within ninety (90) days or refund fees paid in full. For the avoidance of doubt, the Guarantee Period shall NOT apply if Organization exercises the Buy-Out Fee in connection with a part-time, interim, contract or other temporary position. The Guarantee Period shall only apply if the Organization hires the Professional for a full-time, salaried employment position (as proven by a signed employment offer letter between Organization and Professional).
- Duplicate Candidates. If the Organization views the same Professional from more than one (1) recruiter for the same or different position, and should the Professional be hired by the Organization, the Organization will pay any applicable fees described herein to SpareHire provided the Organization was first introduced to the candidate via the Services.
- If the services provided by a Professional are rendered to an Organization more than two (2) years after the later of i) the date when the Organization first identified the Professional through the Services or ii) the date the Hiring Organization last paid the Hired Professional through the Services, This Section 7 shall not apply.
- Payment Process. Payment will be processed as specified in the Hired Professional’s invoice and agreed upon by the Hired Professional and the Hiring Organization. When a Professional submits an invoice through the Services, SpareHire will inform the associated Hiring Organization that a payment is due. The Hiring Organization must then pay the agreed-upon amount or request changes. Hiring Organizations may submit disputes over payment to firstname.lastname@example.org. If the Hiring Organization has taken no action after ten (10) business days, SpareHire will have the right to charge the credit card, bank account, or other payment method associated with the Hiring Organization’s account for the full amount of the agreed-upon fee or undisputed final invoice, in addition to SpareHire’s Service Fees. Hiring Organizations may submit disputes over payment to email@example.com. However, once the dispute period has passed, the charges are accepted by the Hiring Organization, can no longer be disputed through the Services, and can only be refunded by the Hired Professional.
- Authorization. By agreeing to these terms, Hiring Organizations are giving SpareHire permission to charge the credit card, bank account, or other approved method of payment associated with the Hiring Organization’s account for fees associated with the Hiring Organization’s use of the Services, including the full amount owed to any Hired Professional, as well as any Service Fee.
- Responsibility For Payment. You are responsible for all fees, including taxes, associated with your use of the Services. By using the Services, you agree to pay the Hired Professional the amount agreed or reflected in an undisputed final invoice. Organizations shall be responsible for providing SpareHire with a valid means of payment.
- SpareHire’s Responsibility. SpareHire agrees to present Hiring Organizations with a full invoice of each charge in advance of charging your credit card or PayPal account. SpareHire agrees to pay the applicable Hired Professional the amount received, less SpareHire’s Service Fee, if any.
- SpareHire’s Service Fee. The Service Fee shall be retained by SpareHire prior to remitting payments to Hired Professionals’ bank accounts.
- SpareHire’s Buy-Out Fee. An Organization electing to pay a Buy-Out Fee for a Professional agrees to remit such payment to SpareHire within fourteen (14) days of the notification described in Section 7(d)(2) herein.
- Organization Failure to Pay. If an Organization fails to pay amounts due under this Agreement, whether by cancelling the credit card associated with an Organization’s account, initiating an improper chargeback, or any other means, Organization's SpareHire account will be suspended, no additional payments will be processed, and any work-in-progress will be stopped. Without limiting other available remedies, Organization must reimburse SpareHire for amounts due upon demand, plus any applicable processing fees, charges or penalties, plus interest at the lesser of one and one-half percent (1.5%) per month or the maximum allowed by law, plus attorneys' fees and other costs of collection as allowed by law. In its discretion, SpareHire may setoff amounts due against other amounts received from or held for Organization, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.
9. Rights and Restrictions
- Our Rights. We reserve the right at all times (but will not have an obligation) to remove or refuse to distribute any Content on the Services, to suspend or terminate users, and to reclaim usernames without liability to you. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to:
- satisfy any applicable law, regulation, legal process or governmental request,
- enforce these Terms, including investigation of potential violations hereof,
- detect, prevent, or otherwise address fraud, security or technical issues,
- respond to user support requests, or
- protect the rights, property or safety of SpareHire, its users, and the public.
- Restrictions. You may not do any of the following while accessing or using the Services:
- access, tamper with, or use non-public areas of the Services, SpareHire’s computer systems, or the technical delivery systems of SpareHire’s providers;
- access the Services through any technology or means other than those provided or authorized by the Services (and access to the Services through virtual private network or proxy is expressly forbidden);
- probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;
- access or search or attempt to access or search the Services by any means (automated or otherwise) other than through our currently available, published interfaces that are provided by SpareHire (and only pursuant to these Terms), unless you have been specifically allowed to do so in a separate agreement with SpareHire (NOTE: crawling and scraping the Services are expressly not permissible);
- forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Services to send altered, deceptive or false source-identifying information; or
- interfere with, or disrupt, (or attempt to do so), the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Services, or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Services.
- You will not engage in any activity or transmit any material or information through the Services that (A) is unlawful or promotes unlawful activities; (B) defames, abuses, or harasses any individual or group; (C) is pornographic, discriminatory, or intimidating; (D) infringes on any proprietary rights of any party, including patents, trade secrets, copyrights, or any other rights; (E) impersonates any person or entity, including any SpareHire employees or representatives; or (F) violates the privacy of any party.
10. Intellectual Property Rights
- Our Rights. All right, title, and interest in and to the Services (excluding Content provided by users) are and will remain the exclusive property of SpareHire and its licensors. The Services are protected by copyright, trademark, and other laws of both the United States and foreign countries. Nothing in the Terms gives you a right to use the SpareHire name or any of the SpareHire trademarks, logos, domain names, and other distinctive brand features. Any feedback, comments, or suggestions you may provide regarding SpareHire, or the Services is entirely voluntary, and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you.
- Your Rights. You retain your rights to any Content you submit, post or display on or through the Services. By submitting, posting or displaying Content on or through the Services, you grant us a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display and distribute such Content in any and all media or distribution methods (now known or later developed).
- Copyrights. SpareHire respects the intellectual property rights of others and expects users of the Services to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us. If you believe that your Content has been copied in a way that constitutes copyright infringement, please provide us with the following information: (i) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; (ii) identification of the copyrighted work claimed to have been infringed; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (iv) your contact information, including your address, telephone number, and an email address; (v) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
We reserve the right to remove Content alleged to be infringing without prior notice, at our sole discretion, and without liability to you. In appropriate circumstances, SpareHire will also terminate a user’s account if the user is determined to be a repeat infringer. Our designated copyright agent for notice of alleged copyright infringement appearing on the Services is:
ATTN: Copyright Agent
77 Van Ness Ave. Suite 200
San Francisco, CA 94102
11. Confidentiality on the Services
Professional acknowledges that, in the course of performing work for an Organization's Project through the Services, Professional may come into possession of business information or other confidential or proprietary information of Organization (“Confidential Information”). Professional agrees that Confidential Information is the sole property of Organization and further agrees to treat all such Confidential Information as confidential and will not disclose such information to third parties during and/or after the term of the Project except with Organization's written approval, and only to the extent necessary to perform the Project through the Services. This prohibition also applies to Professional's employees, agents, and subcontractors. At the termination of the Project, Professional shall promptly return to Organization, or certify destruction of, all copies of Confidential Information furnished by Organization and all material prepared for or in connection with the Project in his/her possession. This obligation of confidentiality shall survive completion of the Project.
12. Dispute Resolution
While SpareHire is not a party to the dealings between Professionals and Organizations, we benefit as a third-party from the covenants and agreements they make. As such, we offer assistance in resolving disputes related to such agreements. Dispute mediation through SpareHire is informal and does not result in binding legal judgments. In the event either party refuses to comply with a SpareHire dispute resolution recommendation, both parties are free to pursue any and all legal actions and remedies available.
- You may end your legal agreement with SpareHire at any time for any reason by sending an email request to firstname.lastname@example.org to deactivate your account. You do not need to specifically inform SpareHire when you stop using the Services. If you stop using the Services without deactivating your accounts, your accounts may be deactivated due to prolonged inactivity.
- We may suspend or terminate your accounts or cease providing you with all or part of the Services at any time for any reason, including, but not limited to, if we reasonably believe: (i) you have violated these Terms; (ii) you create risk or possible legal exposure for us; or (iii) our provision of the Services to you is no longer commercially viable. If we suspend or terminate your account, we will make reasonable efforts to notify you by email to the email address associated with your account or the next time you attempt to access your account.
Any provision or partial provision, such as the provisions regarding the payment of fees, which by its nature would reasonably survive the termination of these Terms shall survive termination.
14. Disclaimers and Limitations of Liability
Please read this section carefully since it limits the liability of SpareHire and its affiliates, officers, directors, employees, agents, representatives, partners, and licensors (collectively, the “SpareHire Entities”). Each of the subsections below only applies up to the maximum extent permitted under applicable law. Some jurisdictions do not allow the disclaimer of implied warranties or the limitation of liability in contracts, and as a result the contents of this section may not apply to you. Nothing in this section is intended to limit any rights you may have which may not be lawfully limited.
The Services are Available “As-Is”. Your access to and use of the Services or any Content are at your own risk. You understand and agree that the Services are provided to you on an "AS IS" and "AS AVAILABLE" basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, THE SPAREHIRE ENTITIES DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
- Links. The Services may contain links to third-party websites or resources. You acknowledge and agree that the SpareHire Entities are not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by the SpareHire Entities of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.
Limitation on Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SPAREHIRE ENTITIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY CONTENT OBTAINED FROM THE SERVICES; OR (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT.
- Indemnity. You agree to defend, hold harmless and indemnify the SpareHire Entities from and against any and all losses, costs, expenses, damages or other liabilities (including reasonable attorneys’ fees and costs) incurred by the SpareHire Entities arising from or related to any cause of action, claim, suit, proceeding, demand or action brought by a third party against the SpareHire Entities: (i) in connection with your use of the Services, including any payment obligations incurred through use of the Services; or (ii) resulting from: (A) your use of the Services; (B) your decision to hire a Candidate through the Services; (C) any breach of contract or other claims made by other users of the Services with whom you conducted business through the Services; (D) your breach of any provision of this Agreement; (E) any liability arising from the tax treatment of payments or any portion thereof; (F) your dispute of or failure to pay any invoice or make any other payment; or (G) your obligations to a Candidate, including payment obligations.
15. Miscellaneous Terms
- Waiver and Severability. The failure of SpareHire to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. In the event that any provision of these Terms is held to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect.
Controlling Law and Jurisdiction. These Terms and any action related thereto will be governed by the laws of the State of California without regard to or application of its conflict of law provisions or your state or country of residence. All claims, legal proceedings or litigation arising in connection with the Services will be brought solely in the federal or state courts located in New York County, New York, United States, and you consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum.
- Headings. The headings herein are for convenience only and are not part of this Agreement.
- No Agency, Partnership, or Joint Venture. This Agreement and any registration for or use of the Site will not be construed as creating or implying any relationship of agency, franchise, partnership or joint venture between you and SpareHire, except and solely to the extent expressly stated in the Terms of Service.
- Force Majeure. Neither party is liable for any default or delay in the performance of any of its obligations under this Agreement (other than failure to make payments when due) if such default or delay is caused, directly or indirectly, by forces beyond such party's reasonable control, including without limitation fire, flood, acts of God, labor disputes, accidents, acts of war or terrorism, interruptions of transportation or communications, supply shortages or the failure of any third party to perform any commitment relative to the production or delivery of any equipment, software or material required for such party to perform its obligations hereunder.
16. California Residents
Under California Civil Code Section 1789.3, California residents are entitled to the following specific consumer rights information:
- Pricing Information. Current rates for our services may be obtained by calling us at (415) 805-7047, by sending an email to email@example.com. We reserve the right to change fees, surcharges, monthly or other periodic subscription fees or to institute new fees at any time as provided in this Agreement.
- Complaints. The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 400 R Street, Suite 1080, Sacramento, CA 95814, or by telephone at (916) 445-1254 or (800) 952-5210.
17. Updates to Our Terms of Service
We may revise the Terms from time to time. The most current version of the Terms will govern your use of the Services and will always be at https://www.sparehire.com/site/termsofuse. If we make a change to the Terms that, in our sole discretion, is material, we will notify you via a prominent notice on the Services or email to the email address associated with your account. By continuing to access or use the Services after those changes become effective, you agree to be bound by the revised Terms.
The Services are operated and provided by SpareHire, Inc., 77 Van Ness Ave. Suite 200, San Francisco, CA 94102. If you have any questions about the Terms, please contact us at firstname.lastname@example.org.
For previous versions of these Terms, please contact us at email@example.com.